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Re: Fonzy35 post# 4164

Wednesday, 05/16/2012 1:21:15 PM

Wednesday, May 16, 2012 1:21:15 PM

Post# of 42270
it was a shell they r/m'd Mohan into

It looks like the owner of the shell now is some cat named Mordechai Guttman. Looks like he may have taken the shell in 2007 under his then existing business. No clue as to what they did.

It all reads that Coles is basically a patsy here with no contract or obligation to be a full-time ceo except if he chooses to be. More evidence this was designed to be a runner only. The question now is what's up with the awareness run?? That's really the only thing of value here for any shareholder..everything (except the recent pps dive) since Jan 1 has pointed to a run coming together..that's where it stands as of now..

HPC POS System, Corp. (“HPC” or the “Company”) was founded as a New Jersey corporation on June 27, 1996 and became a corporation in the State of Nevada on June 15, 2007.

Merger

On August 7, 2009, HPC entered into a Share Exchange Agreement (the “Agreement”) among HPC and certain of its shareholders, House of Mohan Corporation (“Mohan”), a Delaware corporation incorporated in September 1995, and the shareholders of Mohan (the “Mohan Shareholders”). Pursuant to the terms of the Agreement, the Company agreed to issue to the Mohan Shareholders an aggregate of 142,950,000 restricted shares of its common stock in exchange for all of the issued and outstanding shares of Mohan. The closing of the Agreement was subject to the fulfillment of certain conditions, including, but not limited to the receipt of all requisite consents, waivers and approvals by the Company and Mohan. The transaction closed August 7, 2009.

In accordance with the Agreement, HPC issued an aggregate of 142,950,000 restricted shares of its common stock in order to acquire all of the issued and outstanding shares of Mohan. The issuance of such shares was exempt from registration in accordance with Section 4(2) of the Securities Act of 1933 as a transaction by an Issuer not involved in a public offering. The 142,950,000 shares of common stock issued to the shareholders of Mohan represented 93.46% of the Company’s outstanding shares of common stock following the completion of the transaction.

The Company’s shares were issued to Mohan shareholders based upon a pro-rata basis of their then ownership of Mohan shares. The 142,950,000 restricted shares of common stock were issued as follows:

Effective at the completion of the merger, the Company assigned and transferred to Mordechai Guttman, former President and principal stockholder of HPC, all of HPC’s rights, title and interest in and to HPC’s operating assets in exchange for which Mr. Guttman assumed HPC’s operating liabilities as defined in such Agreement. The operating liabilities excluded a $50,000 convertible note payable for legal services associated with the merger and activities leading up to the merger. Following the completion of the merger and transferal of HPC’s operating assets and liabilities, all of the Company’s operations consisted of the operations of Mohan.

The Company does business as the House of Mohan.




http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8386234